Mr. Anthony Sarvucci reports

CLEANGO INNOVATIONS INC. SUBSIDIARY KUBERA BLACK TECHNOLOGY TO ACQUIRE EUROPEAN PHARMACEUTICAL LEADER FREIA FARMACEUTICI SRL, TARGETING THE GLOBAL HEALTH MARKET

Cleango Innovations Inc.'s wholly owned subsidiary, Kubera Black Technology Inc., on Dec. 16, 2025, has entered into an arm's-length, non-binding letter of intent (LOI) to acquire Freia Farmaceutici SRL.

This proposed transaction is a significant strategic move intended to expand Cleango's market presence into the global health sector.

About Freia Farmaceutici: a leader in plant-based therapeutics

Freia Farmaceutici, headquartered in Milan, Italy, was established in 2009 and is recognized as a leading expert in vegetable omegas. The company is dedicated to developing new therapeutic assets from plants in an ethical and sustainable way.

Freia specializes in developing and commercializing non-drug therapeutic solutions based on plant-derived actives, including:

• Medical devices (bioactive substances);
• Nutritional supplements;
• Food for special medical purposes.

The company's approach is aligned with growing consumer awareness regarding well-being and disease prevention, offering solutions utilizing vegetable sources with no known side effects.

Key product highlights and expertise

Freia maintains a strong scientific focus and actively pursues clinical evidence for its portfolio:

• Plant-based omega oil and clinical trials: Freia is an expert in vegetable omegas. Its Alfalife brand possesses significant anti-inflammatory properties, with major applications in cardiovascular diseases, obesity and child neuropsychiatry;
• CE-marked (Conformite Europeenne) medical devices: A number of Freia's products in the Dermolife line are registered as Class IIA medical devices. They are indicated for various dermatological conditions, including the prevention and treatment of early and late radiodermatitis, atopic dermatitis and scar remodelling.
• Advanced aesthetic medicine: In 2016, Freia formed a partnership with leading international companies to acquire specific knowledge in developing and marketing aesthetic medicine. This expertise is channelled into the Promedial brand, which focuses on healthy skin and aesthetic medicine purposes, offering both topical and nutraceutical solutions.

Pipeline:

• The Freia pipeline is focused on increasing new solutions in current therapeutic areas and developing new products in the gynecology, gastroenterology and pneumology fields.
• A product with applications for multiple sclerosis, currently registered as a food supplement, has promising clinical trials continuing.

Financial growth and strategic vision:

• Current revenue: In 2024, Freia's gross revenue exceeded 3.1 million euros, with 100 per cent of its revenue generated in the Italian market; this revenue resulted in a net positive balance sheet at the end of 2024.
• 2025 performance: Freia is on pace to exceed its 2024 revenue numbers.
• Expansion strategy: Freia's strategic expansion involves moving into other European markets. With this transaction, the company gains immediate access to the Canadian and U.S. markets through the resulting issuer's corporate structure.

Transaction details

Under the terms of the LOI dated Dec. 9, 2025, Freia shareholders will exchange their outstanding securities for a maximum of 25 million common shares in the capital of Kubera; the price of the shares and valuation will be explained in the definitive agreement to follow shortly.

Following the proposed transaction, the resulting company (the resulting issuer) will:

• Continue the business of Freia;
• Aim to complete a subsequent equity financing to satisfy business objectives for at least 12 months;
• Establish a board of directors consisting of five directors: four nominated by Freia and one nominated by Cleango;
• Under the current agreement, no long-term debt will be assumed by Kubera.

The completion of the proposed transaction is subject to, among other things, satisfactory completion of due diligence, negotiation of a definitive agreement within 45 days, and receipt of all necessary board, shareholder and regulatory approvals.

About Cleango Innovations Inc.

Cleango Innovations is a publicly traded Canadian company at the forefront of developing and commercializing proprietary non-toxic and biodegradable cleaning and industrial solutions for oil services and industrial cleaning markets. Driven by a mission for environmental sustainability, Cleango's innovative product suite is designed to deliver high performance while safeguarding the planet, serving critical cleaning needs across the oil and gas, mining, commercial, and retail sectors globally.

Cleango Innovations believes this strategic acquisition will significantly enhance its market position by integrating Freia's strong pipeline of innovative, plant-based therapeutic solutions, particularly in the rapidly growing nutraceutical and aesthetic medicine sectors.

We seek Safe Harbor.